exv4w9



 







Exhibit 4.9

EXECUTION COPY




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2005, among
Metals USA, Inc., a Delaware corporation (or its permitted successor) (“Metals”), each of the
parties identified as an Additional Subsidiary Guarantor on the signature pages hereto (each, an
“Additional Subsidiary Guarantor” and collectively, the “Additional Subsidiary
Guarantors”), Wells Fargo Bank, N.A., as trustee (the “Trustee”) and Wells Fargo Bank, N.A., as
notes collateral agent (the “Notes Collateral Agent”) under the Indenture.




WITNESSETH:




          WHEREAS, Flag Acquisition Corporation, a Delaware corporation (“Flag Acquisition”), and Flag
Intermediate Holdings Corporation, a Delaware corporation (“Holdings”), have heretofore executed
and delivered to the Trustee an Indenture (the “Indenture”), dated as of November 30, 2005,
providing for the issuance of 111/8% Senior Secured Notes Due 2015 (the “Notes”);




          WHEREAS, Flag Acquisition has merged with and into Metals (the “Merger”), with Metals
as the surviving entity in the Merger;




          WHEREAS, as a result of the Merger, Metals is assuming, by and under this Supplemental
Indenture, the obligations of Flag Acquisition and the Company for the due and punctual payment of
the principal of, premium, if any, and interest on all the Notes and the performance and observance
of the Indenture on the part of Flag Acquisition (as defined as the Company under the Indenture);




          WHEREAS, Section 4.11 and Section 10.06 of the Indenture provide that under certain
circumstances Metals will cause the Additional Subsidiary Guarantors to execute and deliver to the
Trustee a supplemental indenture pursuant to which each Additional Subsidiary Guarantor will
Guarantee payment of the Notes on the same terms and conditions as those set forth in Article 10 of
the Indenture.




          WHEREAS, pursuant to Section 9.01(iv) of the Indenture, the Trustee, the Notes Collateral
Agent, Metals and Holdings, as a Guarantor under the Indenture, are authorized to execute and
deliver this Supplemental Indenture.




          NOW, THEREFORE, for and in consideration of the foregoing premises and for good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Notes, as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Assumption by Metals. Metals hereby assumes the obligations of Flag Acquisition
and the Company for the due and punctual payment of the principal of, premium, if any, and interest
on all outstanding Notes issued pursuant to the Indenture and the performance and observance of
each other obligation and covenant set forth in




 









 







the Indenture to be performed or observed on the
part of Flag Acquisition (as defined as the Company under the Indenture). Metals is hereby
substituted for, and may exercise every right and power of, Flag Acquisition (as defined as the
Company under the Indenture) under the Indenture with the same effect as if Metals had been named
as Flag Acquisition (as defined as the Company under the Indenture) in the Indenture, and Metals is
a successor corporation under the Indenture.




          3. Notation on Notes. Notes authenticated and delivered after the date hereof may
bear the following notation, which may be stamped or imprinted thereon:





     “In connection with the merger of Flag Acquisition Corporation (“Flag
Acquisition”) with and into Metals USA, Inc. (“Metals”), and pursuant to
the Supplemental Indenture dated as of November 30, 2005, Metals has
assumed the obligations of Flag Acquisition and the Company for the due
and punctual payment of the principal of, premium, if any, and interest on
this Note and the performance of each other obligation and covenant set
forth in the Indenture to be performed or observed on the part of Flag
Acquisition or the Company.”



          4. Agreements to Become Guarantors. Each Additional Subsidiary Guarantor hereby
agrees, jointly and severally with all of the other Guarantors, to unconditionally and irrevocably
guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject to
the conditions set forth in Article 10 of the Indenture and agrees to be bound by all other
provisions of the Indenture and the Notes applicable to a Guarantor therein (including Article 11).




          5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.




          6. Notices. For purposes of the Indenture, the address for notices to Metals and the
Additional Subsidiary Guarantors shall be the address for the Company and Guarantors set forth in
Section 13.02 of the Indenture.




          7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




 









 





          8. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together shall represent the
same agreement.




          9. Effect of Headings. The section headings herein are for convenience only and shall
not affect the construction of this Supplemental Indenture.




          10. The Trustee. The Trustee makes no representation as to the validity, sufficiency
or enforceability of this Supplemental Indenture or any of the recitals, statements,
representations, covenants or agreements contained herein.




 









 





	 	 	 	 	 	 	 
	 	 	METALS USA, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	/s/ C. LOURENCO GONCALVES	 	 
	 

	 	 	 	 

Name: C. Lourenco Goncalves
	 	 
	 

	 	 	 	Title: President and CEO	 	 






Signature page to the Supplemental Indenture




 









 





	 	 	 	 	 	 	 
	 	 	FLAG INTERMEDIATE HOLDINGS CORPORATION,
	 
	 	 	 	 	 	 
	 

	 	by	 	/s/ M. ALI RASHID	 	 
	 

	 	 	 	 

Name: M. Ali Rashid
	 	 
	 

	 	 	 	Title: President	 	 






Signature page to the Supplemental Indenture




 









 








	 	 	 	 	 	 	 
	 	 	ALLMET GP, INC.
	 	 	ALLMET LP, INC.
	 	 	INTERSTATE STEEL SUPPLY CO. OF MARYLAND, INC.
	 	 	INTSEL GP, INC.
	 	 	INTSEL LP, INC.
	 	 	I-SOLUTIONS DIRECT, INC.
	 	 	JEFFREYS REAL ESTATE CORPORATION
	 	 	LEVINSON STEEL GP, INC.
	 	 	LEVINSON STEEL LP, INC.
	 	 	METALS RECEIVABLES CORPORATION
	 	 	METALS USA BUILDING PRODUCTS, L.P.
	 

	 	 	 	By:
	 	Allmet GP, Inc., its General Partner
	 	 	METALS USA CARBON FLAT ROLLED, INC.
	 	 	METALS USA FINANCE CORP.
	 	 	METALS USA FLAT ROLLED CENTRAL, INC.
	 	 	METALS USA MANAGEMENT CO, L.P.
	 

	 	 	 	By:
	 	MUSA GP, Inc., its General Partner
	 	 	METALS USA PLATES AND SHAPES NORTHEAST, L.P.
	 

	 	 	 	By:
	 	Levinson Steel GP, Inc., its General Partner
	 	 	METALS USA PLATES AND SHAPES SOUTHCENTRAL, INC.
	 	 	METALS USA PLATES AND SHAPES SOUTHEAST, INC.
	 	 	METALS USA PLATES AND SHAPES SOUTHWEST, LMITED PARTNERSHIP
	 

	 	 	 	By:
	 	Intsel GP, Inc., its General Partner
	 	 	METALS USA REALTY COMPANY
	 	 	METALS USA SPECIALTY METALS NORTHCENTRAL, INC.
	 	 	MUSA GP, INC.
	 	 	MUSA LP, INC.
	 	 	QUEENSBORO, L.L.C.
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	Metals USA Plates and Shapes Southeast,
Inc., its sole Member






	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ KEITH KOCI	 	 
	 

	 	 	 	 

Name: Keith Koci
	 	 
	 

	 	 	 	Title: Treasurer	 	 






Signature page to the Supplemental Indenture




 









 








	 	 	 	 	 	 	 
	 	 	JEFFREYS STEEL HOLDINGS, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ JOHN A. HAGEMAN	 	 
	 

	 	 	 	 

Name: John A. Hageman
	 	 
	 

	 	 	 	Title: Manager	 	 






Signature page to the Supplemental Indenture




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee
	 
	 	 	 	 	 	 
	 

	 	by	 	/s/ JOSEPH P. O’DONNELL	 	 
	 

	 	 	 	 

Name: Joseph P. O’Donnell
	 	 
	 

	 	 	 	Title: Vice President	 	 









	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Notes Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	by	 	/s/ JOSEPH P. O’DONNELL	 	 
	 

	 	 	 	 

Name: Joseph P. O’Donnell
	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature page to the Supplemental Indenture